SUBLEASE


AGREEMENT
OF SUBLEASE (the “Sublease”) dated as of the ____ day of March, 2022, between VISIONMARK, LLC, a New York limited
liability company (hereinafter called “Sublandlord”) and MUNNWORKS, LLC, a New York limited liability company (hereinafter
called “Subtenant”) and RANDOLPH ASSOCIATES, a New York partnership (hereinafter called “Landlord”).


W
I T N E S S E T H:


WHEREAS,
pursuant to an Agreement of Lease dated as of February 1, 2008, (collectively, the “Original Lease”), between Mega
Vision Inc. (“Mega Vision”), as tenant thereunder, and Landlord, Mega Vision leased from Landlord premises consisting
of the entire easterly half of the building known as 185-201 Randolph Street and 85-105 Gardner Street, Brooklyn, New York and the premises
known as 165 Randolph Street, Brooklyn, New York; and


WHEREAS,
pursuant to a Lease Extension and Modification Agreement dated as of June 30, 2015, the Original Lease was amended and extended, so that
the Premises leased by Mega Vision from Landlord consisted of the entire building known as 185-201 Randolph Street and 85-105 Gardner
Street, Brooklyn, New York and the premises known as 165 Randolph Street, Brooklyn, New York (the “Premises”) (collectively,
the Original Lease, the Lease Extension and Modification Agreement, the Assignment and Assumption of Lease referred to below and the
Guaranties referred to below are sometimes referred to in the aggregate as the “Lease”); and


WHEREAS,
the obligations under the Lease were guaranteed by Michael Chiriac (“Chiriac”), under a Guaranty and a Guaranty of
Alterations, both dated as of February 1, 2008 (the “Guaranties”);


WHEREAS,
Mega Vision and Sublandlord were and are in material default of the Lease and, therefore, had no right to assign the Lease and, despite
having no such right, pursuant to an Assignment and Assumption of Lease dated as of December 6, 2021, Mega Vision assigned all of its
right, title and interest in the Lease to Sublandlord, without the consent of Landlord; and


WHEREAS,
Sublandlord wishes to sublet to Subtenant the Premises pursuant to the Lease, and Subtenant wishes to sublet same from Sublandlord.


NOW,
THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is hereby mutually covenanted and agreed as follows:


1. 
Sublease of Space. Sublandlord hereby subleases the Premises to Subtenant, and Subtenant hereby subleases the Premises
from Sublandlord and assumes all of the obligations with respect to the tenant under the Lease.


2. 
Term of Sublease. The Premises shall be subleased for a term commencing on the date hereof (the “Commencement
Date”), and ending at 11:59 p.m. on June 30, 2023, subject to the provisions of paragraph 3 hereof.


3. 
Renewal Options.


(a) Provided
Subtenant is not in default hereunder beyond the expiration of any applicable notice and cure period, either at the time of the exercise
of the option or at the commencement of the applicable renewal term, Subtenant shall have two (2) options to renew this Sublease by delivering
written notice of the exercise thereof as provided below. All of the terms and conditions of this Sublease shall apply during any such
renewal term, except that Subtenant shall have no further right to extend the term of this Sublease following the Second Renewal Term
(as defined below).


(b) The
first renewal term (the “First Renewal Term”) shall be for a period of one (1) year, commencing on July 1, 2023 and
ending at 11:59 p.m. on June 30, 2024. If Subtenant has not provided notice to Sublandlord and Landlord (the “First Renewal
Notice”) on or before December 31, 2022 that Subtenant shall not exercise its option to renew for the First Renewal Term, Subtenant
shall be deemed to have exercised its option to renew the term of the Sublease for the First Renewal Term.


(c) Provided
Subtenant exercised its right to the First Renewal Term, as provided herein, the second renewal term (the “Second Renewal Term”)
shall be for a period of one (1) year, commencing on July 1, 2024 and ending at 11:59 p.m. on June 29, 2025. If Subtenant has not provided
notice to Sublandlord and Landlord (the “Second Renewal Notice”) on or before December 31, 2023 that Subtenant shall
not exercise its option to renew for the Second Renewal Term, Subtenant shall be deemed to have exercised its option to renew the term
of the Sublease for the Second Renewal Term.


4. 
Sublease Rent.


(a) Subtenant
shall pay to Landlord during the initial term hereof annual Base Rent in the amount set forth as the Base Rent in the Lease with respect
to the applicable portion of the term of this Sublease. In addition to the Base Rent, Subtenant shall pay to Landlord, as additional
rent, in equal monthly installments during the entire term of this Sublease, all additional rents (including but not limited to Real
Estate Taxes, water and sewer charges, and the Insurance Cost, “Additional Rent”) (the Base Rent and Additional Rent,
in the aggregate, the “Rent”) required to be paid by Tenant under the Lease. Subtenant shall pay the Rent at the times
and in the manner provided in the Lease to Landlord, without counterclaim, setoff or deduction and without any previous demand therefor.
Sublandlord irrevocably (i) waives its right to collect Subtenant’s Rent hereunder and hereby authorizes Subtenant to pay all Rent
required hereunder or due under the Lease directly to Landlord, and (ii) assigns all rights as Sublandlord, including but not limited
to, the collection of Rent, from Subtenant to Landlord. By its consent to this Sublease, Landlord agrees to accept payment of all Rent
required hereunder directly from Subtenant and authorizes all payments of Rent required hereunder to be made by way of automatic monthly
electronic transfer from an account designated by Subtenant to an account designated by Landlord.


(b) Sublandlord
and Subtenant acknowledge and agree that, as of the date hereof, Sublandlord is in material default of the Lease and owes Landlord the
sum of $1,281,629.34 (the “Amount Due”), which Amount Due does not include interest and penalties (“Interest/Penalties”),
to which Landlord reserves all rights in the event the obligations included herein are not satisfied or in the event of a default under
the Lease. Sublandlord and Subtenant consent irrevocably to the withdrawal by Landlord of the entire security deposited pursuant to the
Lease and being held by Landlord, which as of the date hereof is the sum of $163,565.29 (the “Current Security”).
The Current Security will be applied to the Amount Due, resulting in a net amount due from Subtenant to Landlord (but without including
Interest/Penalties), of $1,118,064.05 (the resulting sum being referred to herein as the “Past Due Rent”). In addition
to the Rent, Subtenant shall pay to Landlord the Past Due Rent (without including Interest/Penalties) in thirty-six (36) equal monthly
installments, commencing upon the Commencement Date, of $31,057.33 per month. Subtenant expressly acknowledges and agrees that Landlord
and Sublandlord would not enter into this Sublease but for Subtenant’s assumption of the obligation to repay the Past Due Rent
as provided herein.


(c) If
Subtenant’s First Renewal Notice or Second Renewal Notice indicates that Subtenant is not exercising its option for the First Renewal
Term or the Second Renewal Term, respectively, then such First Renewal Notice or the Second Renewal Notice shall be accompanied by a
check made payable to Landlord in the sum equal to the lesser of $600,000.00 and the Past Due Rent as of the expiration date of the then-current
term, together with a check for any Rent due.


(d) In
the event that either option is not exercised by Subtenant, Sublandlord shall be responsible for the payment of all Rent due under the
Lease and the Interest/Penalties and, in the event of Sublandlord’s default, Landlord reserves the right to charge interest (as
set forth in the Lease) retroactive to the date any monies were due from Sublandlord to Landlord, together with penalties and any end
of term expenses, as provided under the terms and conditions of the Lease.


5. 
No Interference. Sublandlord covenants that, on Subtenant’s payment of the Rent and performance of the covenants
and conditions in the Sublease and the Lease, Sublandlord shall do nothing to interfere with Subtenant’s peaceful and quiet enjoyment
of the Premises for the term.


6. 
Alterations. Subtenant shall not make any alterations whatsoever or undertake any construction whatsoever in the Premises
without the consent of Landlord (which may be withheld in Landlord’s sole discretion). All alterations shall be subject to provisions
of the Lease. Landlord’s review of Subtenant’s plans and specifications for any alterations shall not constitute an assumption
of any responsibility by Landlord for their accuracy or sufficiency, shall in no event create an express or implied confirmation that
Subtenant’s plans and specifications have been prepared in accordance with the requirements of applicable laws, codes, ordinances
and regulations, shall be at Subtenant’s sole cost and expense and Subtenant shall be solely responsible with respect to all necessary
compliance with laws, codes, ordinances and regulations.


7. 
Lease Terms.


(a) Subtenant
accepts this Sublease subject to and hereby assumes all the terms, covenants, conditions and agreements contained in the Lease to be
performed by Sublandlord, except to the extent specifically superseded hereunder. A copy of the Lease and the Guaranties are set forth
on Exhibit A attached hereto and made a part hereof, and such Lease and Guaranties are incorporated herein by this reference.


(b) All
of the rights and obligations contained in the Lease conferred and imposed upon Sublandlord, except as otherwise provided herein, are
hereby conferred and imposed upon Subtenant with respect to the Premises; however, it shall be understood and agreed that Sublandlord
shall be obligated to perform the obligations of the tenant under the Lease. Landlord and Sublandlord agree that Subtenant shall reasonably
cooperate and take appropriate action in obtaining Landlord’s performance of its covenants and obligations under the Lease.


(c) All
liability insurance maintained by Subtenant pursuant to Article 48 of the Lease, in addition to providing the required endorsement protecting
and for the benefit of Landlord, including but not limited to naming the Landlord as an additional insured, shall also contain a contract
liability endorsement protecting and for the benefit of Sublandlord. Subtenant shall indemnify and save harmless Sublandlord and its
contractors, agents, officers and employees to the same extent as Subtenant’s obligation to indemnify and save harmless Landlord
as required by Article 79 of the Lease.


8. 
Lease Termination. If for any reason the Lease expires or is terminated prior to the expiration of the term of this Sublease,
either by its terms or by Landlord, whether pursuant to any termination rights therein reserved or therein granted to either of said
parties or otherwise, then, on the termination date of the Lease, this Sublease and the term hereof shall automatically terminate with
the same force and effect as though such termination date were the date herein fixed for the expiration of the term and Sublandlord shall
not be liable to Subtenant by reason thereof.


9. 
Utilities. Neither Landlord nor Sublandlord shall be liable in any way to Subtenant for any loss, damage or expense which
Subtenant may sustain or incur as a result of any failure, defect or change in the quantity or character of electrical energy available
to the Premises nor for any interruption in the supply of any utilities.


10. 
Deleted prior to execution.


11. 
Assignment and Subletting. Subtenant shall not assign, mortgage or encumber this Sublease or sublet or suffer or permit
the Premises or any part thereof to be used by others without the written consent of Landlord, which may be withheld in its sole discretion.
In no event shall any assignment or subletting relieve Sublandlord or Subtenant of liability and responsibility to Landlord.


12. 
End of Term. Notwithstanding anything herein to the contrary, Subtenant shall surrender possession of the Premises to Sublandlord
and Landlord on or before the expiration date of the term hereof in the condition required pursuant to the terms of the Lease, failing
which Subtenant shall be deemed to have held over and, in addition to all other damages and remedies to which Landlord may be entitled
for holding over, Subtenant shall pay an agreed upon monthly use and occupancy charge (without proration for any partial month of holding
over) equal to two hundred percent (200%) of the sum of Rent payable by Subtenant with respect to the last month of the term, which monthly
use and occupancy charge shall be payable in advance on the first day of each month. The provisions of this Section shall not be deemed
to limit or constitute a waiver of any other rights or remedies of Landlord provided in the Lease or herein, at law, in equity or otherwise.
If Subtenant so fails to surrender possession of the Premises to Landlord on or before the expiration date of the term hereof in the
condition required pursuant to the terms of the Lease, Subtenant shall also protect, defend, indemnify and hold (i) Landlord harmless
from all loss, costs (including, without limitation, reasonable attorneys’ fees and court costs) and liability resulting from such
failure, and (ii) Sublandlord harmless from all loss, costs (including, without limitation, reasonable attorneys’ fees and court
costs), including any liability of Sublandlord to Landlord on account thereof.


13. 
Brokers. Sublandlord and Subtenant represent to the other that in the negotiation of this Sublease it has not dealt with
any broker. Sublandlord and Subtenant shall each indemnify and hold the other party and Landlord harmless from and against any and all
claims, causes of action, judgments, costs and expenses, including reasonable attorneys’ fees, arising out of or by reason of its
respective breach of the foregoing representation.


14. Notices.
All notices, consents, approvals, demands, requests and other communications (collectively, “notices” and individually, a
“notice”) which are required or desired to be given by either party to the other shall be in writing. All notices by either
party to the other party(ies) shall be sent by overnight mail, addressed to the other party at its address set forth below, or to such
address or at such other address as it may from time to time designate in a notice to the other party. Copies of notices shall also be
given in the same manner to such other person or addresses as the party giving such notice shall have been previously notified from time
to time by the party to whom such notice is given. Notices which are given in the manner aforesaid shall be deemed to have been given
or served for all purposes hereunder on the next business day following the date such notice was sent and notices to counsel for Sublandlord
or Subtenant shall be deemed to be notice to Sublandlord and Subtenant, respectively. The addresses of the parties are:


If
to Sublandlord:


VisionMark,
LLC


8 Laurel Drive


Sherman,
CT 06784


Attention:
Sandy Marks


 


With
a copy to:


Seyfarth Shaw LLP


620
Eighth Avenue


New
York, NY 10018


Attention:
Cynthia J. Mitchell, Esq.


 


If
to Subtenant:


MunnWorks Inc.


c/o
SteriLumen, LLC


150
N. Macquesten Pkwy.


Mount
Vernon, NY 10550


Attention:
Max Munn


 


With
a copy to:


Bryan Cave Leighton Paisner LLP


One
Atlantic Center, Fourteenth Floor


1201
W. Peachtree Street, NW


Atlanta,
GA 30309-3488


Attention:
Terrence A. Childers, Esq.


 


If
to Landlord:


Randolph Associates


60
East 56th Street, 11th Floor


New
York, New York 10022


Attention:
Robert Zirinsky


 


With
a copy to:


 


Cooley LLP


55
Hudson Yards


New
York, NY 10001


Attention:
Shira Nadich Levin, Esq.


 


If
to Chiriac:


Michael Chiriac


69-14
62nd Drive


Middle
Village, NY 11379


 


With
a copy to:


Seyfarth Shaw LLP


620
Eighth Avenue


New
York, NY 10018


Attention:
Cynthia J. Mitchell, Esq.


 


or
to such other address or addresses as either party shall notify the other by notice under this Section. Notices shall be deemed to have
been duly given upon receipt or rejection thereof.


15. Landlord
Consent. Sublandlord and Subtenant agree that this Sublease is subject to approval by Landlord, pursuant to any Consent provided
by Landlord.


16. Sublandlord
Consent. Deleted prior to execution.


17. Guaranty.
Subtenant shall provide Sublandlord and Landlord with a guaranty of Subtenant’s obligations under this Sublease in the form of
the Guaranty of Sublease attached hereto as Exhibit B. The obligations of this Section 17 are a material consideration to Sublandlord
and Landlord, without which Sublandlord and Landlord would not have entered into this Sublease.


18. Authority
to Execute/Validity of Execution; Recitals. Sublandlord, Subtenant and Landlord hereby represent and warrant to each other that
(i) the individual executing this Agreement on its behalf has full power and authority to bind it to the terms hereof, and (ii) the recitals
set forth in this Sublease are an integral part of the terms and conditions of the Sublease.


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IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.


VISIONMARK,
LLC, Sublandlord



By/s/ Sandy Marks

Name: Sandy Marks

Title: Manager


By/s/ Michael Chiriac, Sr.

Name: Michael Chiriac, Sr.

Title: Manager 






 


MUNNWORKS,
LLC, Subtenant


 


By:
/s/ Max Munn

Name: Max Munn

Title: Chief Executive Officer


 


Consented
and Agreed to (with respect to the provisions concerning the Guaranties):


 


  


/s/ Michael Chiriac


Michael
Chiriac


 


Consented
and Agreed to:


RANDOLPH
ASSOCIATES, Landlord


 


By:
/s/ Robert Zinisky


Name:
Robert Zirinsky


Title:
Partner


 




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EXHIBIT
A


Lease
and Guaranties

(attached)




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EXHIBIT
B


Guaranty
of Sublease


 






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